The share capital of the company shall be increased by partial utilization of the authorized capital 2015 from 5,420,864 euros by 2,323,224 euros to 7,744,088 euros against cash contributions. The new shares (common stock) shall be offered to the shareholders of the company for subscription during the period from 25 April 2016 through 19 May 2016 (in each case inclusive).
In conformity with the subscription ratio of 7:3, three new shares can be subscribed for each seven old shares of the company. The subscription price of each new share subscribed is 34.74 euros.
Shanghai Electric Germany Holding GmbH, a German subsidiary of Shanghai Electric Group Co., Ltd. (Shanghai, PR China), has agreed to take over at the subscription price the new shares not subscribed by the shareholders. Furthermore, the shareholders Dieter Manz and Ulrike Manz, who currently hold 35.2% and 3.8%, respectively, of the shares of the company, will not exercise the subscription rights according to which they are entitled for subscription to a total of 906,662 new shares, but rather will transfer them to Shanghai Electric Germany Holding GmbH, which has agreed to exercise these subscription rights. The obligations of Shanghai Electric Germany Holding GmbH are subject to several conditions, in particular the approval of anti-trust authorities in China and various other official approvals in China.
The proceeds of the capital increase shall serve the repayment of loans to the company from German lenders, the covering of costs with cash-flow impact in the framework of the restructuring in fiscal year 2016, a possibly necessary repayment of a project loan, the financing of research and development costs and working capital as well as general corporate purposes of the Manz Group.
The prospectus of Manz AG will prospectively be available for retrieval, following approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), 21 April 2016 onwards on the Internet page of the company at http://www.manz.com/de/ under the heading "Investor Relations." The subscription offer to the shareholders is expected to be published in the German Federal Gazette (Bundesanzeiger) on 22 April 2016. The capital increase is assisted by Bankhaus Lampe as global coordinator.
The subscription rights are expected to be traded in the period from 25 April 2016 through and including 17 May 2016 (until around 12 noon CEST) in the regulated market (Xetra and Xetra Frankfurt Specialist) on the Frankfurt Stock Exchange. The new shares will participate in profits beginning with January 1, 2015. They are to be admitted for trading and are expected to be included on 24 May 2016 in the existing listing in Ad-hoc Announcement in Accordance with Section 15 of the German Securities Trading Act (WpHG)
With respect to the further details of the subscription offer and the associated risks, please see the prospectus required for the public offer and the admission of the new shares.
